Ben and Upgrade
by the guy you know and well
Summary: Upgrade is tired of Heatblast's bragging, so he gives Ben a visit. WARNING: Ben/Upgrade... indication to Ben/Heatblast. One-Shot. Don't worry there is no lemon.


Ben and Upgrade

Disclaimer: I don't own Ben 10.

He was jealous, Upgrade was jealous. And not just him, everyone else is too. He didn't want to listen, but it's so hard to block out the voice of someone you envy.

He turned towards Heatblast, who was currently bragging, and glared. But what was that Pyronite bragging about? He was bragging that he got a kiss from Ben.

Upgrade can tell you that the moment that Heatblast first told us about this (which was 30 minutes ago) it caused an immediate uproar from everyone else that lasted for 20 minutes straight.

The Galvanic Mechamorph finally had enough and disappeared in a flash of green light. Heatblast paused, looked in the direction that the bright light came from, then shrugged and continued to boast.

**OUTSIDE THE OMNITRIX…**

Ben has just entered the Rust Bucket and yawned. He balled his fists and held them high in the air before his arms went limp by his sides. He went to the fridge in an attempt to find something to eat. He settled for a glass of milk. It was at that moment that Ben noticed that Gwen and Grandpa weren't present.

He just shrugged before drinking his cold beverage. Then, out of nowhere, a bright green flash happened. He opened his eyes to see…

"Upgrade!" Ben yelled out as he discarded the glass of milk on a nearby table and wrapped his arms around his good friend. He felt long, thick, metallic, and liquid like arms rap around his waist and upper back. The two friends hugged for a minute before letting go. "I wasn't expecting company from you, or any of you for that matter. Why are you out?"

The Mechamorph just gave him a blank stare, thinking for the appropriate words for his upcoming question. "I decided to check on you, to see how you're doing." He gave Ben his trade-mark stare. "To see…" He lightly grasped Ben's chin in a firm hold with his right metal hand; his left arm still wrapped securely around the human's waist. "…if he was telling the truth."

Ben was confused, either by what Upgrade said or by how the larger being was holding him, maybe both. But what was stranger than the other was how he was being held. He was holding him like he was trying to protect him from something, or like he was trying to prevent him from escaping. Whichever it was, it sure as hell was scaring him.

"If who was telling the truth about what?" Ben asked with a shaky breath.

Upgrade leaned in close to his friend's face. "If Heatblast's words were true."

Ben felt more than half of his unease quickly dissipate at the Mechamorph's words. _'For a second there, I thought he was going rogue.'_ He thought. "What is Heatblast bragging about now?" He asked, his breath now back to normal and a lot calmer.

"He repeatedly claims that he got a kiss from you… for the last 30 minutes."

Ben blushed, and tried to escape. But it was futile as he remembered Upgrade's hold on him. He silently cursed.

"Well?" The Mechamorph pushed in an expecting tone of voice.

Ben looked into Upgrade's 'eye'. "I had to, he wouldn't shut up!"

The green circle on the alien's 'face' narrowed. "How so?"

Ben recalled events that happened 30 minutes ago.

**FLASHBACK: START**

"_Oh Beeeeeeen." Heatblast said seductively._

_Ben sighed. This was one of those very rare times that he got annoyed with any of his alien friends. "What is it Heatblast?"_

"_I just wanted to let you know that you're looking very _nice_ today." The Pyronite said as he came up behind Ben and wrapped both arms around the human's waist and pulled him close._

_Ben wanted nothing more than to slap Heatblast's smug 'face'. "You've only been out of the Omnitrix for only _five_ minutes and you _already_…"_

"_Sssshhhh." Heatblast silenced Ben by turning around and placing a now warm and molten finger on Ben's fleshy lips. "You don't need to shout, I'm right here." He said with a grin._

_Ben was ready to sock him in the face, but an idea came to mind. He pushed Heatblast's hand away. "If I kiss you will you go back in the Omnitrix?"_

_The Pyronite had a triumphant smile on his molten face. "I'll do anything to get a kiss." He pulled Ben closer. "Especially if it's from you."_

_Ben rolled his eyes before giving Heatblast a quick peck on his rocky lips, but before he could pull away he felt two large and warm hands on either side of his head, effectively keeping him in place. He struggled, but it proved useless do to the fact that the alien was much stronger than him. He felt something prod and continuously rub against the entrance to his mouth; he clamped shut, not really wanting a flaming tongue in his mouth._

_He finally settled with punching Heatblast across the face, who stumbled back in surprise after letting go._

_The Pyronite rubbed his nonexistent jaw, and smiled. "Mmm, playing hard to get huh?" And began to advance. But before he could make a grab at Ben he disappeared in a flash of red light._

_The human sighed in relief._

**FLASHBACK: END**

Upgrade was fuming. How _dare_ that Pyronite try to force himself on Ben! He was going to have to inform the others about this. He pulled Ben close. "I will not let this happen again." He reassured his human friend.

Ben just hugged back. "Thanks."

The hug lasted for another minute before Upgrade pulled back, and lowered his face towards Ben's.

The human was taken by surprise when he felt a pair of metallic lips on his own. But the feeling was gone as soon as it started. He stared at Upgrade with wide eyes; in the middle of the thin green circle on the Mechamorph's face was the outline of lips. "Whaaaat?"

Upgrade lowered his head in shame. "I am sorry, Ben. I just thought that…mmph!" He couldn't finish his sentence, mainly because Ben was kissing him in the middle of his 'face'. He leaned forward; while, again, forming realistic lips. Upgrade ran his hands up and down Ben's back before lowering them to the crook of his knees and lifted the human off the ground. He placed Ben's back on the bottom bunk in the back of the Rust Bucket; he moved his right hand up Ben's leg which eventually found its way to the pants button and began to unbutton it. Upgrade's green circle narrowed. _'I am so going to brag about this later.'_

THE END


End file.
